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                               May 17, 2024

       Boaz Weizer
       Chief Executive Officer
       ZOOZ Power Ltd.
       4B Hamelacha St.
       Lod 7152008
       Israel

                                                        Re: ZOOZ Power Ltd.
                                                            Registration
Statement on Form F-1
                                                            Filed May 8, 2024
                                                            File No. 333-279223

       Dear Boaz Weizer:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form F-1

       Cover Page

   1.                                                   For each of the
ordinary shares being registered for resale, disclose the price that the
                                                        selling securityholders
paid for such ordinary shares.
   2.                                                   Disclose the exercise
price(s) of the warrants compared to the market price of the
                                                        underlying security. If
the warrants are out the money, please disclose the likelihood that
                                                        warrant holders will
not exercise their warrants. Provide similar disclosure in the
                                                        prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
                                                        cash proceeds
associated with the exercises of the warrants are dependent on the stock
                                                        price. As applicable,
describe the impact on your liquidity and update the discussion on
                                                        the ability of your
company to fund your operations on a prospective basis with your
                                                        current cash on hand.
 Boaz Weizer
ZOOZ Power Ltd.
May 17, 2024
Page 2
3.       We note the significant number of redemptions of your Public Shares in
connection with
         your business combination and that the shares being registered for
resale will constitute a
         considerable percentage of your public float. We also note that most
of the shares being
         registered for resale were purchased by the selling securityholders
for prices considerably
         below the current market price of the ordinary shares. Highlight the
significant negative
         impact sales of shares on this registration statement could have on
the public trading price
         of the ordinary shares.
Risk Factors, page 6

4.       Include an additional risk factor highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of the
         ordinary shares. To illustrate this risk, disclose the purchase price
of the securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding. Also disclose that even though the
current trading price is
         significantly below the SPAC IPO price, the private investors have an
incentive to sell
         because they will still profit on sales because of the lower price
that they purchased their
         shares than the public investors.
Incorporation by Reference, page 44

5.       It appears that you do not meet the eligibility requirements to be
able to incorporate by
         reference. Please note that in order to be able to incorporate by
reference, registrants nor
         any of their predecessors must not have been a blank check company as
defined in Rule
         419(a)(2) during the past three years. Refer to General Instruction
VI.D of Form F-1.
         Please revise or advise.
General

6.     Revise your prospectus to disclose the price that each selling
securityholder paid for the
       ordinary shares being registered for resale. Highlight any differences
in the current trading
       price, the prices that the sponsor or other selling securityholders
acquired their shares and
       warrants, and the price that the public securityholders acquired their
shares and warrants.
       Disclose that while the Sponsor and other selling securityholders may
experience a
       positive rate of return based on the current trading price, the public
securityholders may
       not experience a similar rate of return on the securities they purchased
due to differences
FirstName LastNameBoaz Weizer
       in the purchase prices and the current trading price. Please also
disclose the potential
Comapany
       profitNameZOOZ      Power Ltd.
              the selling securityholders will earn based on the current
trading price. Lastly,
May 17,please
         2024include
                Page 2 appropriate risk factor disclosure.
FirstName LastName
 Boaz Weizer
FirstName  LastNameBoaz Weizer
ZOOZ Power    Ltd.
Comapany
May        NameZOOZ Power Ltd.
     17, 2024
May 17,
Page 3 2024 Page 3
FirstName LastName
7.       In light of the significant number of redemptions and the unlikelihood
that the company
         will receive significant proceeds from exercises of the warrants
because of the disparity
         between the exercise price of the warrants and the current trading
price of the ordinary
         shares, expand your discussion of capital resources in the MD&A
section to address any
         changes in the company   s liquidity position since the business
combination. If the
         company is likely to have to seek additional capital, discuss the
effect of this offering on
         the company   s ability to raise additional capital.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Kyle Wiley at 202-344-5791 or Jeff Kauten at 202-551-3447
with any
other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of
Technology
cc:      Alex Dinur